encore_ex10-3.htm


    


    


    


    THE
SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT FOR THE
HOLDER'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION OF THE SECURITIES.  NEITHER THESE SECURITIES NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.

    


     
 

    COMMON
STOCK PURCHASE WARRANT

    Void
after __________, 201__

    


    Warrant
to Purchase 55,555 Shares

    of Common
Stock, $0.001 par value

    of Encore
Brands, Inc.

    Dated
__________, 20__

    


    ENCORE
BRANDS, INC.

    


    This is
to Certify That, FOR VALUE RECEIVED,

    


    Peter
Staddon

    


     (the
"Holder") is entitled to purchase, subject to the provisions hereof, from Encore
Brands, Inc., a Nevada corporation (the "Company"), but not later than 5:00
p.m., California time, on _______________, 20__ (or, if such date is not a
Business Day in Los Angeles, California, then on the next succeeding day which
shall be a Business Day), 55,555 shares of common stock, $0.001 par value, of
the Company (the "Common Stock") at an exercise price of $0.45 per share,
subject to adjustment as to number of shares and purchase price as set forth in
Section 6 below.  The exercise price of a share of Common Stock in
effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price".  For purposes of this Warrant, a
"Business Day" shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or in Los Angeles, California,
are authorized by law or regulation to close.

    


    The
shares of Common Stock issuable upon exercise of the Warrants are sometimes
herein called the "Warrant Stock."


    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant

          Page 2
of 8

        

      

    


    


      
1.           Exercise of
Warrant.  This Warrant may be exercised in whole or in part at
any time and from time to time by presentation and surrender hereof to the
Company at its principal office with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price in immediately
available funds for the number of shares specified in such form.  If
this Warrant is exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the shares purchasable
hereunder.  Upon receipt by the Company of this Warrant at the office
of the Company, in proper form for exercise, accompanied by payment of the
Exercise Price, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that
certificates representing such shares of Common Stock shall not then be actually
delivered to the Holder.  The issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder for any issuance tax in respect thereof (with the exception of any
federal or state income taxes applicable thereto), all such taxes to be paid by
the Company, it being understood however that the Holder shall be required to
pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any certificate in a name other than that of the
Holder.  The Company will at no time close its transfer books against
the transfer of this Warrant or the issuance of any shares of Common Stock
issuable upon the exercise of this Warrant in any manner which interferes with
the timely exercise of this Warrant.

    


    2.           Intentionally
Omitted.

    


    3.           Reservation of Shares; Stock
Fully Paid.  The Company agrees that at all times there shall
be authorized and reserved for issuance upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance or
delivery upon exercise of this Warrant.  All shares which may be
issued upon exercise hereof will, upon issuance, and receipt of payment
therefor, be duly authorized, validly issued, fully paid and
non-assessable.

    


    4.           Fractional
Shares.  This Warrant shall not be exercisable in such manner
as to require the issuance of fractional shares.  If, as a result of
adjustment in the Exercise Price or the number of shares of Common Stock to be
received upon exercise of this Warrant, fractional shares would be issuable, no
such fractional shares shall be issued.  In lieu thereof, the Company
shall pay the Holder an amount in cash equal to such fraction multiplied by the
Fair Market Value of a share of Common Stock.  The term "Fair Market
Value" shall mean, as of a particular date, the market price on such
date.

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant PStaddon

          Page 3 of
8

        

      

    


    For purposes of this Warrant, the
market price on any day shall be the last sale price on such day on the trading
market or exchange the Common Stock is trading on, or, if the Common Stock is
not then listed or admitted to trading on any stock exchange or trading market,
the average of the reported closing bid and asked prices on such day in the
over-the-counter market as quoted on the Financial Industry Regulatory Authority
Automated Quotation System or, if not so quoted, then as furnished by any member
of the Financial Industry Regulatory Authority, Inc. selected by the
Company.  If there shall be no over-the-counter market for the Common
Stock, then Fair Market Value shall be such amount, not less than book value, as
may be determined by the Board of Directors of the Company.

    


    5.           Rights of the
Holder.  The Holder shall not, by virtue hereof, be entitled to
any rights of a stockholder in the Company, either at law or in equity, and the
rights of the Holder are limited to those expressed in this
Warrant.

    


    6.           Adjustment of Exercise Price
and Number of Shares.  The number and kind of securities
purchasable upon the exercise or exchange of this Warrant and the Exercise Price
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:

    


    A.           Adjustment for Change in
Capital Stock.  If at any time after the date hereof, the
Company:

    


    
      	
               
      

            	
              1.

            	
              pays
      a dividend or makes a distribution on its Common Stock in shares of its
      Common Stock;

            


    

    


    
      	
               
      

            	
              2.

            	
              subdivides
      its outstanding shares of Common Stock into a greater number of
      shares;

            


    

    


    
      	
               
      

            	
              3.

            	
              combines
      its outstanding shares of Common Stock into a smaller number of
      shares;

            


    

    


    
      	
               
      

            	
              4.

            	
              makes
      a distribution on its Common Stock in shares of its capital stock other
      than Common Stock; or

            


    

    


    
      	
               
      

            	
              5.

            	
              issues
      by reclassification of its Common Stock any shares of its capital
      stock;

            


    

    


    then the
Exercise Price in effect immediately prior to such action shall be adjusted so
that the Holder may receive, upon exercise or exchange of this Warrant and
payment of the same aggregate consideration, the number of shares of capital
stock of the Company which the Holder would have owned immediately following
such action if the Holder had exercised or exchanged the Warrant immediately
prior to such action.


    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant PStaddon

          Page 4 of
8

        

      

    


    


    The
adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification.

    


    B.           Adjustment for Other
Distributions.  If at any time after the date hereof, the
Company distributes to all holders of its Common Stock any of its assets or debt
securities, the Exercise Price following the record date shall be adjusted in
accordance with the following formula:

    


    E'=
E     x  M-F

    M

    where:

    E'  
=      the adjusted Exercise Price.

    E   
=      the Exercise Price immediately prior to the
adjustment.

    M  =      the
current market price (as defined in Section 4 above) per share of Common Stock
on the record date of the distribution.

    
    

    F   
=      the
aggregate fair market value (as conclusively determined by the Board of
Directors of the Company) on the record date of the assets or debt securities to
be distributed divided by the number of outstanding shares of Common
Stock.

    
    

    


    The adjustment shall be made
successively whenever any such distribution is made and shall become effective
immediately after the record date for the determination of shareholders entitled
to receive the distribution.  In the event that such distribution is
not actually made, the Exercise Price shall again be adjusted to the Exercise
Price as determined without giving effect to the calculation provided
hereby.  In no event shall the Exercise Price be adjusted to an amount
less than zero.

    


    In addition to the foregoing, the
number of shares of capital stock of the Company which the holder is entitled to
receive upon exercise of their Warrant shall be appropriately and equitably
adjusted as determined by the Company’s Board of Directors to make appropriate
provision for any adjustments in the Exercise price made on account of the
foregoing

    


    This subsection does not apply to cash
dividends or cash distributions paid out of consolidated current or retained
earnings as shown on the books of the Company and paid in the ordinary course of
business.

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant PStaddon

          Page 5 of
8

        

      

    


    C.           Deferral of Issuance or
Payment. In any case in which an event covered by this Section 6 shall
require that an adjustment in the Exercise Price be made effective as of a
record date, the Company may elect to defer making such adjustment until the
occurrence of such event.  If the Company so defers making any such
adjustment and if this Warrant is exercised after such record date but before
the occurrence of such event, the shares of Common Stock and other capital stock
of the Company, if any, issuable upon such exercise, had such adjustment been
made as of the record date, over and above the shares of Common Stock or other
capital stock of the Company, if any, issuable upon such exercise on the basis
of the Exercise Price as unadjusted, shall be issued promptly following the
occurrence of such event and the Company shall pay to the Holder by check any
amount in lieu of the issuance of fractional shares pursuant to Section
4.

    


    D.           When No Adjustment
Required.  No adjustment need be made for a change in the par
value or no par value of the Common Stock.

    


    E.           Statement of
Adjustments.  Whenever the Exercise Price and number of shares
of Common Stock purchasable hereunder is required to be adjusted as provided
herein, the Company shall promptly prepare a certificate signed by its
President, Chief Executive Officer, Chief Financial Officer,  or any
Vice President and its Treasurer or Assistant Treasurer, setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description hereunder), and the Exercise Price and number of shares of Common
Stock purchasable hereunder after giving effect to such adjustment, and shall
promptly cause copies of such certificates to be mailed to the
Holder.

    


    F.           No Adjustment Upon Exercise
of Warrants.  No adjustments shall be made under any Section
herein in connection with the issuance of Warrant Stock upon exercise or
exchange of the Warrants.

    


    G.           No Adjustment for Small
Amounts.  Anything herein to the contrary notwithstanding, no
adjustment of the Exercise Price shall be made if the amount of such adjustment
shall be less than $.05 per share, but in such case, any adjustment that would
otherwise be required then to be made shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which, together
with any adjustment so carried forward, shall amount to $.05 per share or
more.

    


    H.           Common Stock
Defined.  Whenever reference is made in Section 6.A to the
issue of shares of Common Stock, the term "Common Stock" shall include any
equity securities of any class of the Company hereinafter authorized which shall
not be limited to a fixed sum or percentage in respect of the right of the
holders thereof to participate in dividends or distributions of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Company.  Subject to the provisions of Section 8 hereof, however,
shares issuable upon exercise or exchange hereof shall include only shares of
the class designated as Common Stock of the Company as of the date hereof or
shares of any class or classes resulting from any reclassification or
reclassifications thereof or as a result of any corporate reorganization as
provided for in Section 8 hereof.


    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant PStaddon

          Page 6 of
8

        

      

    


    


    


    7.           Notice to Warrant
Holders.  So long as this Warrant shall be outstanding, (i) if
the Company shall pay any dividend or make any distribution upon its Common
Stock, or (ii) if the Company shall offer to the holders of Common Stock for
subscription or purchase by them any shares of stock or securities of any class
or any other rights, or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, or any conveyance of all or
substantially all of the assets of the Company, or voluntary or involuntary
dissolution or liquidation of the Company shall be effected, then, in any such
case, the Company shall cause to be mailed to the Holder, at least thirty (30)
days prior to the date specified in (x) or (y) below, as the case may be, a
notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, dissolution or liquidation is to take place
and the date, if any is to be fixed, as of which the holders of Common Stock of
record shall be entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution or liquidation.

    


    8.           Reclassification,
Reorganization, Consolidation or Merger.  In the event of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a subdivision or combination of the
outstanding Common Stock and other than a change in the par value of the Common
Stock) or in the event of any consolidation or merger of the Company with or
into another corporation (other than a merger in which merger the Company is the
continuing corporation and that does not result in any reclassification, capital
reorganization or other change of outstanding shares of Common Stock of the
class issuable upon exercise or exchange of this Warrant) or in the event of any
sale, lease, transfer or conveyance to another corporation of the property and
assets of the Company as an entirety or substantially as an entirety, the
Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property (including cash) receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
that might have been received upon exercise or exchange of this Warrant
immediately prior to such reclassification, capital reorganization, change,
consolidation, merger, sale or conveyance.  Any such provision shall
include provisions for adjustments in respect of such shares of stock and other
securities and property that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Warrant.  The foregoing
provisions of this Section 8 shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive consolidations, mergers, sales or conveyances.  In
the event that in connection with any such capital reorganization or
classification, consolidation, merger, sale or conveyance, additional shares of
Common Stock shall be issued in exchange, conversion, substitution or payment,
in whole or in part, for, or of, a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common Stock covered by
the provisions of Section 6.A hereof.


    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant PStaddon

          Page 7 of
8

        

      

    


    


    9.           Certain Obligations of the
Company.  The Company agrees that it will not increase the par
value of the shares of Warrant Stock issuable upon exercise of this Warrant
above the prevailing and currently applicable Exercise Price hereunder, and that
before taking any action that would cause an adjustment reducing the prevailing
and current applicable Exercise Price hereunder below the then par value of the
Warrant Stock at the time issuable upon exercise of this Warrant, the Company
will take such corporate action, as in the opinion of its counsel, may be
necessary in order that the Company may validly issue fully paid, nonassessable
shares of such Warrant Stock.  The Company will maintain an office or
agency where presentations and demands to or upon the Company in respect of this
Warrant may be made and will give notice in writing to the registered holders of
the then outstanding Warrants, at their addresses as shown on the books of the
Company, of each change of location thereof.

    


    10.           Determination by Board of
Directors.  All determinations by the Board of Directors of the
Company under the provisions of this Warrant will be made in good faith with due
regard to the interest of the Holder and in accordance with sound financial
practices.

    


    11.           Notice.  All
notices to the Holder shall be in writing, and all notices and certificates
given to the Holder shall be sent registered or certified mail, return receipt
requested, to such Holder at his address appearing on the records of the
Company.

    


    12.           Replacement of Lost, Stolen,
Destroyed or Mutilated Warrants.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon delivery of any indemnity bond in such reasonable amount as
the Company may determine in the case of any such mutilation, upon the surrender
of such Warrant for cancellation, the Company at its expense, will execute and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor.

    


    13.           Number and
Gender.  Whenever the singular number is used herein, the same
shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.

    


    14.           Applicable
Law.  This Warrant shall be governed by, and construed in
accordance with, the laws of the State of California, without regard to its
conflict of laws principles.

     

     

    ENCORE
BRANDS, INC.

     

    By: /s/ Gareth
West

    Name:
Gareth West

    Title:
Chairman and Chief Executive
Officer

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Common
Stock Purchase Warrant PStaddon

          Page 8 of
8

        

      

    


    


    FORM OF
ELECTION TO PURCHASE

     

    To ENCORE
BRANDS, INC.:

     

    In
accordance with the Warrant enclosed with this Form of Election to Purchase, the
undersigned hereby irrevocably elects to purchase  _____________
shares of common stock ("Common Stock"),
$0.001 par value per share, of ENCORE BRANDS, INC. and encloses herewith
$_____________ in cash, certified or official bank check or checks or other
immediately available funds, which sum represents the Exercise Price (as defined
in the Warrant) for the number of shares of Common Stock to which this Form of
Election to Purchase relates, together with any applicable taxes payable by the
undersigned pursuant to the Warrant.

     

    The
undersigned requests that certificates for the shares of Common Stock issuable
upon this exercise be issued in the name
of:_____________________________________________

     

     

    PLEASE
INSERT SOCIAL SECURITY OR

     

     

    TAX
IDENTIFICATION NUMBER

     

    Signature:________________________

    Name:___________________________

    Address:__________________________

    ___________________________

    Social
Security or

    Tax
Identification Number:_____________